UPDATE 3-Elliott nominates directors in push to break up Hess

Jan 29 (Reuters) - Hedge fund Elliott Management will
nominate five executives to Hess Corp's board as it
pitches a plan to break up the U.S. oil and gas company to boost
returns for investors.

Activist investor Elliott, which owns about 4 percent of
Hess, urged the company on Tuesday to consider a spinoff of much
of Hess' onshore holdings in the United States and the sale of
retail operations. Hess shares closed 9 percent higher at $68.11
on Tuesday.

"We are convinced that tremendous value is trapped inside
the Company as a result of poor oversight by a board of
directors lacking both the experience and independence to set a
clear, shareholder-focused, value-creating strategy," Elliott
wrote in a letter to Hess.

The oil company disclosed on Monday that Elliott was
considering putting a slate of nominees up for the company's
board. The company also announced plans to sell its oil storage
terminal network and exit the refining business.

Hess has been shifting away from refining since early last
year, when the HOVENSA refinery, a joint venture between Hess
and Venezuela's PDVSA, was closed. Chief Executive Officer John
Hess has said the company's strategy was to focus on lower-risk,
higher-return assets like its position in the Bakken oil shale
in North Dakota.

Elliott suggested that the company should spin off that
position in the Bakken, as well as positions in the Eagle Ford
and Utica shales. It said that the company should streamline its
remaining offshore and international operations, focused on
long-lived oil assets.

The hedge fund also said that - along with the company's
planned exit of storage and refining - Hess should sell its
retail and other businesses as well as consider a master limited
partnership structure for its infrastructure assets.

Elliott said it believed the underlying value of Hess'
assets if the company follows its plan was more than $126 a
share.

Hess said in a statement that it would carefully review the
material made public by Elliott, "but we do not understand why
it chose to put forward its proposals and announce a slate of
director nominees without any attempt to engage in discussions.
Hess is already undergoing a significant transformation as part
of a multi-year strategy to deliver significant value to all
Hess shareholders."

Oppenheimer analyst Fadel Gheit said he was not sold on
Elliott's proposal, which he believes would limit the company's
upside.

"The whole idea of getting into the Bakken in a big way was
to provide a stable part of the business that would grow in a
predictable manner and to have the really spicy upside potential
that would come from drilling offshore," Gheit said.

UNFOCUSED STRATEGY

Elliott, which has around $20 billion of assets under
management, said that its investment in Hess was its largest
initial equity investment in its 35-year history.

John Pike, senior portfolio manager at the hedge fund, said
he believes that poor governance at Hess has led to "a totally
unfocused strategy."

"What are these guys doing running a hedge fund? Why are
they operating an electric generating facility? Why are they
funding fuel cell technology?" he said in an interview. "These
adventures have no place in Hess Corp."

One obstacle facing Elliott in its bid to elect its nominees
to Hess' board is the company's largest shareholder, John Hess,
who owns more than 10 percent of the company's shares.

Yield spreads on bonds issued by Hess widened after
Elliott's announcement. As of 3 p.m. EST, the company's 5.6
percent 2041 bonds were the most actively traded of the session,
according to Tradeweb, widening 25 basis points to Treasuries
plus 194 basis points.
(Reporting by Michael Erman in New York and Anna Driver in
Houston; editing by Gerald E. McCormick, Lisa Von Ahn, Tim
Dobbyn and Matthew Lewis)